Constitution and Bylaws

Modified: July, 2014

Article I

The name of the organization shall be “BRENTWOOD PHOTOGRAPHY GROUP.”

Article II

“The organization is organized exclusively for educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.”
The Brentwood Photography Group is a social group sharing a common interest in photography. It is administered by a Board of volunteer members, both elected and appointed, operating under a constitution and by-laws.
The Brentwood Photography Group serves its members by encouraging development of their photographic skills through education, exhibitions of photographic accomplishments, friendship with others who share a love of photography and to share their talents with individuals and organizations in the community.

Article III

1. Membership.
a. Membership falls into two categories – individual and family.
A membership is granted to persons in good standing and who agree to abide by the constitution and bylaws of the Brentwood Photography Group.
i Members maintain full voting rights and privileges as may be in effect from time to time.
ii Members in good standing are eligible to chair committees, serve on the Board of Directors, or hold office in the club.
iii A family membership includes one primary member plus additional immediate family members residing in the same household who apply for membership.

2. Brentwood Photography Group Membership Agreement
a. Privacy Statement: As a member, the individual has access to personal information of other members such as name, photograph, e-mail address and telephone number as part of the process to help introduce the member to other members. The members agree to maintain the privacy of this information and to refrain from divulging it to outside persons or organizations without the permission of the members themselves. The Brentwood Photography Group is committed to protecting the privacy of its individual members. The use of membership lists for any commercial purpose or to obtain direct financial gain (including, but not limited to, use for mass marketing purposes) is not allowed. Any such use would be seen as a violation of the BPG’s rules and regulations. The Club endeavors to create a secure website environment, free of the threat of chain letters, junk mail, “spamming”, solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to, distribution lists to any person who has not given specific permission to be included in such a list. Violation of these terms is considered a serious offense to this understanding and could lead to the immediate retirement of that individual’s membership. Members wishing to communicate with the Group, en masse, are best served using the Yahoo Group Forum. It is with the strongest recommendation that we direct you to this venue.
b. Exhibit and Contest Policy:
i. Each member warrants and represents that all works that he or she submits now and hereafter to the club for competition, publication or exhibit are original works of authorship, authored by him or her alone, free of any claims from any third parties.
ii. He or she further warrants and represents that the club’s exhibition or publication of any such works does not and will not infringe the rights of any third party.
iii. Each member hereby indemnifies and holds harmless the Brentwood Photography Group, its officers, directors, members, sponsors and any other affiliated persons or entities, including without limitation, any halls of exhibition and media for publication, from and against any and all claims, actions, causes of actions and/or damages arising out of any alleged breach of the aforesaid warranties and representations.
iv. Any entry a member may submit for club-organized exhibition or competition will be suitable for general audiences including small children.
v. Further, he or she acknowledges that it is his or her personal responsibility to deliver entries for exhibit at such time as called for by the club, and to arrange for the retrieval of such entries at the published close of such exhibit or competition.
vi. Each member holds harmless without recourse the Brentwood Photography Group, its officers, directors, members, sponsors and any other affiliated persons or entities, and any halls of exhibition in the event of damage or loss of his or her entry or entries for exhibit or competition.
vii. He or she grants permission to the Brentwood Photography Group to publicize exhibits or contests he or she may enter and the club itself, by making his or her images available for viewing on the club’s website or for publication in local area publications.
c. Activities and Outings Policy:
i. Each member understands that during participation in any activity organized or suggested by the Brentwood Photography Group, he or she (and/or his or her guests) may be exposed to a variety of hazards or risks foreseen or unforeseen that cannot be eliminated without destroying the unique character of such activities.
ii. To the fullest extent allowed by law, each member (and his/her guests) assumes said risks, and agrees to waive and discharge any and all claims and release from any and all liability the Brentwood Photography Group, its members, officers, and directors from and against any loss, injury or damages suffered through participation in any such activities whether or not caused by negligence of member or others.
iii. Each member understands and agrees that said assumption, waiver, discharge, and release is binding on his/her heirs, executors, administrators, and assigns.
iv. Each member also understands and agrees that this paragraph shall be binding on any person who accompanies member on any such activity.
d. Conduct:
i. By accepting membership in the Brentwood Photography Group, the individual agrees to conduct him or herself in a helpful, dignified and cooperative fashion at all meetings, activities, and functions conducted by the club, and to represent the club as an ambassador of goodwill.
e. Liability Provision:
i. Each member agrees to hold the directors, officers, and members of the Brentwood Photography Group harmless for any actual or alleged wrongful act, error, omission, misstatement, misleading statement, neglect, or breach of duty committed or attempted during the course of performing club-related duties or functions.
ii. The Brentwood Photography Group will maintain a liability insurance policy each year to protect officers and Board members against liability claims.

3. Membership Application Process and Dues.
a. The membership application and fee will be received and may be forwarded to the Board who shall have 30 days to examine the application and notify the Secretary of approval or disapproval. The membership application is deemed approved for membership unless objected to by a majority of the Board.
b. If the membership application is declined by the Board, the applicant is notified and the fee is returned in full.
c. Dues shall be payable annually on the first day of the month of the application anniversary. Family members residing in the same household follow the same renewal date as the primary member.
d. Scholarships for dues are available by request and are approved by the Vice President.
e. Dues for regular and family memberships will be established by the Administrative Board and announced to the membership.

Article IV


1. Officers
The officers of the Brentwood Photography Group shall be elected by members in good standing annually at the November meeting to take office at the January meeting. Elected officers shall consist of a President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer.
a. President
i. The President shall be the presiding officer, chair meetings, and work in concert with the officers.
ii. The President shall be responsible for public relations and maintaining the club’s working relationship with the surrounding communities.
iii. The President shall have approval authority over all news releases issued by the Club, its newsletter and web content, and as such will work closely with the club’s volunteers who provide information for external and internal consumption.
b. Vice President
i. The Vice President shall act for the President in his/her absence from a meeting.
ii. The Vice President shall enlist and work with volunteers to administer and operate programs and facilities.
c. Secretary
i. The Secretary shall maintain records of the club and present minutes of all business meetings to the Board.
ii. The Secretary shall enlist and work with volunteers to administer and operate the membership functions.
d. Treasurer
i. The Treasurer shall maintain a checking account for the club and receive, invest, and disburse funds as appropriate. To facilitate club programs that require the collection of fees, the Treasurer may also maintain an on-line facility such as PayPal.
ii. The Treasurer will work with the Board and the various committees to develop and measure budgets and performance and will liaise with the membership team reporting on dues status of all members.
iii. The Treasurer will prepare an annual financial report to the Board for distribution to the membership.
e. Assistant Secretary and Assistant Treasurer
i. These positions exist to assist with the additional workloads on the Secretary and Treasurer.

2. Board of Directors
The elected officers and those appointed by the officers of the Brentwood Photography Group shall serve on the club’s Board of Directors..
The Board of Directors will meet as determined by the Board Chairman to conduct its business.
a. Appointment to the Board
The elected officers shall agree on the appointment of chairpersons and other volunteers found useful in furthering the missions and activities of the Club.
b. Duties of the Board
i. The President shall chair the Board.
ii. The Board will direct the activities of the Club.
iii. The Board will manage the resources of the Club.
iv. The Board may, at its discretion and with a simple majority, vote to name committees and create volunteer positions as are necessary to facilitate the functioning and activities of the club.
v. The Board will report to the membership as appropriate, significant activities, membership status, and financial condition.
c. Terms of Office
i. Officers shall serve a term of one calendar year.
ii. While Officers may succeed themselves, the club encourages rotation of responsibilities throughout the membership of the club.
iii. Chairpersons shall serve a term of one calendar year and may be reappointed by the majority vote of the elected officers.

Article V

1. Meetings
a. The Club shall meet monthly on the first Tuesday unless an alternative day is agreed to by a majority of the Board and announced to the membership in advance of the regularly scheduled meeting.
b. The club meetings will be held on such premises as the Board may approve.

Article VI

1. Finances
a. Budget: The Board of Directors shall prepare with the Treasurer a budget for the upcoming year. The budget shall be in balance with projected income and made available to the membership.
b. Dues: The Board of Directors shall approve any changes to the membership dues for announcement to the membership.
c. Audit: The Board of Directors shall name two members who are not on the Board to audit the financial condition of the club as needed.

Article VII

1. Officer Elections
a. The President will appoint a nominating committee before the September meeting of each year consisting of at least two members, of which one is not presently serving as a club Officer or Chairperson.
b. The nominating committee will report its selection of candidates at the October meeting of each year, the club will elect officers at the November meeting, and these new officers will be installed at the first meeting of the new calendar year.
c. Each candidate must receive a simple majority of votes of members present to be elected.

Article VIII

1. Quorum
a. At any regularly scheduled meeting of the club, the members present shall constitute a quorum. When votes are cast, a simple majority of the members present carries the vote.
b. For a Board meeting, a simple majority of Board members must be present. When votes are cast, a simple majority of the Board members present carries the vote.

Article IX

1. Expulsion of members
a. Non-payment of dues after two months notices shall terminate membership.
b. Activity deemed inappropriate or detrimental to the Club shall be cause for termination of membership or other such action as determined by the Board.
c. The Board shall in a regular or called meeting examine such activity and shall vote to determine if any action is required.
d. A majority vote of the entire Board shall be required to take any action related to the inappropriate or detrimental activity of a member.

Article X

Parliamentary authority
Robert’s Rules of Order shall be the basis to govern the business meetings of the membership and the meetings of the Board of Directors.

Article XI

a. “Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.”
b. In the event that the members of the Brentwood Photography Group decide to dissolve the club for any reason, the combined assets of the club after settling any outstanding obligations shall be donated to an appropriate organization as determined by the Board in accordance with Article XI a. above.
c. Such a decision will require a two-thirds vote of the membership present at the meeting.

Article XII

Amendment to Bylaws:
Any proposed amendment to the bylaws must be approved at two regularly scheduled consecutive meetings by a majority of members present. Such proposal must be presented in writing at the meeting and to the membership on the website and in the monthly publication (if such publication exists), seven days prior to the first meeting for consideration.